This Agreement commences on Licensee's agreement to be bound by the terms and conditions of this Agreement (as outlined at the beginning of this Agreement) and continues until terminated.

This Agreement may be terminated by either Party: (i) if the other Party or any Licensee Permitted Third Party materially breaches this Agreement and fails to cure it within thirty (30) days after written notice of the breach; and (ii) if the other Party ceases to carry on business in the ordinary course, becomes insolvent or the subject of voluntary or involuntary bankruptcy or liquidation proceedings, has a receiver, trustee or similar officer appointed with respect to the whole or substantial part of its assets, or is the subject of any creditor protection or proposal or similar arrangement under applicable law.

On termination of either this Agreement or the provision of the Software by Celestica to Licensee (which, for clarity, shall terminate this Agreement) for any reason: (i) all licenses and rights provided to Licensee under Section 2.1 of this Agreement shall immediately terminate; (ii) Licensee and its Permitted Third Parties shall immediately cease all use of and/or access to and delete or destroy the Software and all copies thereof that are in the possession or control of Licensee and/or its Permitted Third Parties and, on Celestica's request, confirm the same in writing signed by an officer of Licensee.

The following Sections of this Agreement shall survive its expiry or termination: Sections 1, 3, 4 , 5.3 and 7-9 inclusive.